Distoken Acquisition Corp 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear endedDecember 31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number:001-41622 DISTOKEN ACQUISITION CORPORATION(Exact name of registrant as specified in its charter) N/A(I.R.S.EmployerIdentificationNo.) N/A(ZipCode) Registrant’s telephone number, including area code:+86 87163624579Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company”and “emerging growth company” in Rule12b-2 of the Exchange Act. Largeacceleratedfiler☐Acceleratedfiler☐Non-accelerated filer☒Smallerreportingcompany☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☒No☐ The aggregate market value of the registrant’s outstanding ordinary shares, other than shares held by persons who may be deemedaffiliates of the registrant, computed by reference to the closing price for the ordinary shares on June 28, 2024, the last business day of theregistrant’s most recently completed second fiscal quarter, as reported on the Nasdaq Global Market was approximately$44.8million. As of March 7, 2025 there were3,200,170ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding. TABLE OF CONTENTS PART IPAGEItem 1.Business.7Item1A.Risk Factors.28Item1B.Unresolved Staff Comments.31Item1C.Cybersecurity.31Item 2.Properties.31Item 3.Legal Proceedings.31Item 4.Mine Safety Disclosures.31PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.32Item 6.[Reserved]33Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.33Item7A.Quantitative and Qualitative Disclosures About Market Risk.41Item 8.Financial Statements and Supplementary Data.41Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.41Item9A.Controls and Procedures.41Item9B.Other Information.43Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.43PARTIIIItem 10.Directors, Executive Officers and Corporate Governance.44Item 11.Executive Compensation.49Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.49Item 13.Certain Relationships and Related Transactions, and Director Independence.51Item 14.Principal Accountant Fees and Services.53PARTIV54Item 15.Exhibit and Financial Statement Schedules.54Item 16.Form 10-K Summary.54 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under “Item7. Management’sDiscussion and Analysis of